IPO · Financial Services

PhonePe files IPO as full offer for sale

By Startup Enthusiast · 4 February 2026

What they do

PhonePe filed a DRHP for an IPO structured as a 100% offer for sale, with no proceeds to the company

Selling shareholders include Walmart, Microsoft, and Tiger Global

The IPO comes as NPCI discusses UPI volume caps and RBI flagged compliance gaps

PhonePe filed its Draft Red Herring Prospectus (DRHP) for an initial public offering (IPO).
The IPO is structured as a 100% Offer for Sale (OFS), meaning no new money reaches the company; all funds go to existing shareholders.
Walmart, the controlling shareholder, holds 71.77% of the company pre-offer and acquired its stake through the $16 billion Flipkart deal in 2018.
Selling shareholders include Walmart, Microsoft, and Tiger Global.
Founders Sameer Nigam and Rahul Chari have low shareholding and are not classified as promoters.
Revenue grew by about 22% in the first half of FY26 (April-September 2025).
Losses stood at Rs 1,444 crore in the same period, but the company was free cash flow positive in FY25 and has minimal burn in the current year.

The National Payments Corporation of India (NPCI) is discussing UPI volume caps (e.g., a 30% cap per player) that could limit PhonePe's growth.
RBI inspections flagged gaps in escrow account maintenance, prepaid payment instrument (PPI) lapses, KYC deficiencies, and operational control weaknesses.
PhonePe says corrective steps have been taken, but some regulatory submissions are still under review as of the DRHP filing.
PhonePe moved its headquarters from Singapore to India in 2022 at a tax cost of about $1 billion.
Paytm's IPO in 2021 was valued at $20 billion with a lower UPI market share than PhonePe.

PhonePe provides UPI payments, investments, insurance, lending, recharges, bill payments, travel booking, gold, mutual funds, National Pension System (NPS), and credit cards.

PhonePe plans to go public through the IPO, but no specific use of proceeds is mentioned since it is a 100% OFS.
The company says it has taken corrective steps on regulatory issues flagged by RBI, but some submissions are still under review.

Walmart (selling shareholder) — Walmart is the controlling shareholder, holding 71.77% pre-offer, acquired via the $16 billion Flipkart deal in 2018.
Microsoft (selling shareholder) — Microsoft is a selling shareholder in the IPO.
Tiger Global (selling shareholder) — Tiger Global is a selling shareholder in the IPO.